Once Upon  A Time
by fuuko no miko
Summary: Bewitching forest! Magical plants! Angry spellbinders! Maybe a magical kiss? What more can you ask for?
1. Chapter 1

Once Upon A Time

by Fuuko no miko (aka Kenumi)

12/15/2011

_I would like to say thank you to everyone who has read and reviewed my works. Not just ThunderCats but Flame of Recca and Sailor Moon. Feedback means a lot to me. It inspires me to write more, if anything._

_This work of fiction is dedicated to all the rabid and not-so-rabid Tygra x Cheetara fans out there. I'm included in the rabid ones._

_This is inspired by my other favorite couple, Bruce (Wayne) and Diana (of Themyscira) and the Justice League episode "This Little Piggy."_

_This is also meant to be a light-hearted story. Not as emotionally or physically wrought as my previous work._

_And as a constant, I own nothing of the Thundercats. That honor belongs to Ted Wolf, Warner Bros, etcetera. _

_Here goes. Set after The Forest of Magi Oar and before Into The Astral Plane._

* * *

><p>"Please don't tell me we're lost again. Seriously."<p>

No one dared reply to the irate thunderan general. They all knew better.

It was getting close to sunset. They have been circling in the Thundertank for a good 45 minutes and seem to end up in the same spot.

There was nothing but a clump of long trunk trees with small patches of branches and leaves on their very tops. They seemed to go on for miles and miles with no end in sight. There were a few clumps of regular fruit trees but the branches were bare and thickets of briar spread to cover the rest of the forest floor.

Lion-O found a carving on one of the tree trunks, underneath which were what appeared to be remains of a boar. It was not the wild variety. It was one closer to his size.

"Infinite Tears." he read aloud as he read the carving.

A collective amount of kiddie-ear-safe-curses were heard from all the adult thundercats.

"What?" Lion-O turned.

"You probably were dozing off when they taught this in Thunderan History class." Tygra shook his head. "This is the forest of Infinite tears." he motioned towards the endless row of trees." Almost every inch of the forest looks exactly the same and if you get lost in there, there's no telling when you can get out, or if you ever will." He pointed to the skeleton by Lion-O's feet. "That one obviously didn't."

WilyKit, tired and hungry rapidly burst into tears, "What do we do now?" she wailed. "I'm hungry!"

They all sighed and stared at the tree where they had noted the carving. Not a word out of anyone.

"Well, we don't have much of a choice now do we?" Panthro snarled. "Maybe we should set up camp here until we can figure out how to get out of this ridiculous place."

He parked the Thundertank on that very spot and jumped out. He started unpacking their things. Thankfully they still had some supplies left over so they didn't need to forage for food.

His jaw dropped when the food basket was empty, save for a loaf of bread and a few pieces of fruit.

He picked up the basket, lifted it up and showed it to everyone. "Someone tell me this is a practical joke."

They all looked at each other in unison.

No one was confessing.

The panther all but threw his hands up in the air and just continued unpacking.

"Can you use sight beyond sight, Lion-O?" Cheetara asked the king.

"I did." he replied, "I think is place is enchanted too." he referenced the forest of Magi Oar. "All I can see was spider webs."

After a few more attempts at trying to see beyond where they were, Lion-O decided to give it up for the moment. Maybe he'll have better luck tomorrow. Considering he just mastered sight beyond sight at the forest of Magi Oar, the fact that it wasn't working in here seemed ominous.

They started a fire and set up camp. The tiger laid the leftovers for dividing.

Tygra split the food, deciding that he was going to starve tonight and gave his share to Cheetara and the kittens.

"You didn't have to do that. "Cheetara told him when he gave her his portion. "I could stand to lose a couple of pounds." She joked heartily pointing to her midsection.

That's where his gaze rapidly shifted to, then went back to her face when he thought he was looking a little too long. _As_ _far as I'm concerned you're perfect the way you are_, he mentally noted, hoping that he didn't say that aloud.

"You and your honey laden tongue." the cleric laughed.

_Oops, guess he did say what he was thinking._

That comment didn't seem to miss his brother as the lion threw him a look.

"Much as I hate to suggest it, we should probably look for some food." Panthro commented as his stomach growled but a few minutes after eating what they had left.

"There doesn't seem to be much of anything in there." Lion-O said.

"If I remember right, there are a few patches of wild fruit and vegetables that are sustained in the forest of infinite tears." Cheetara recalled. "I can make a quick trip in there."

"You might get lost in there." the brothers spoke simultaneously.

"I'm coming with you." they said again at the same time. They looked at each other with a gaze sizing up their sibling.

"Want to come with me, Kat?" she chose to ignore the two and took the young one's hand. "We should probably use that string of yours." she suggested. "Tie it up to your waist on one end and the other end to the Thundertank so we can follow it back."

WilyKat nodded and attached one end of the string to the tank and one on him. He winked at the brothers and waved them goodbye as he walked with the cheetah. "Byeeee…."

"That was smooth…NOT." Panthro chuckled as he glanced at the two royals and then returned back to unpacking. "Come on over and help me get everything up Kit."

Cheetara had picked up Kat and made a rapid dash through the thicket. It took a few minutes before they found a small patch of wild fruits and vegetables growing randomly. They stopped and started gathering the harvest when Kat noted a clump of brightly colored, plump mushrooms underneath an unusual looking tree.

"Pretty!" he said as he plucked one. As soon as he did, the mushroom grew three times its size and started to waft an aroma of meat. "Wow! This is magic!"

He bit enthusiastically into it and swallowed heartily before Cheetara had noticed what he was doing. "Kat, no!"

"You don't know what the stuff is." She approached the young one and took the half bitten mushroom. It was pretty, juicy and smelled like meat.

_Strange._ She's never seen this variety before in all of her studies. None of the mushrooms looked anything alike. They were all clumped together and were vividly colored. Kat had already gathered a few dozen of them and they all smelled differently. One was like candy, the other one like fish, and another one smelled like freshly baked bread. They were all sizable too, each one unique.

She looked over the spot where he had taken it from. The tree whose roots where the mushrooms grew from was even stranger. Funny, she's never seen this manner of tree in her studies either.

_This forest is beginning to give me the creeps_, she thought as she helped WilyKat put the mushrooms in a sack they brought.

They started heading back to camp.

* * *

><p>"Perfect, we can make soup!" Panthro enthusiastically donned an apron and started boiling some water. He picked up one of the unusual mushrooms and eyed it thoughtfully. "I've never seen one of these." He remarked as he started cleaning up the vegetables that were gathered. "Are you sure these aren't poisonous?"<p>

"I've eaten half of one and I'm okay!" WilyKat said.

"I don't know." Panthro rubbed his chin thoughtfully. "Maybe I can place it separately in a salad and make sure its edible." He turned to the lord of the Thundercats and asked. "Can your sword tell if a mushroom is poisonous or not?"

Lion-O wasn't sure how to respond to that one.

"Sword of Omens, give me sight beyond sight."

He felt a little ridiculous asking the sword if a weird mushroom was dangerous. He could hear a snicker in the background and he didn't have to turn around to know who it was.

"Well if you're so brave, why don't you try it?" He challenged his laughing brother who sat a few feet away, trying to unsuccessfully wipe the tears off his eyes.

"Did you see anything?" Tygra tried to regain his composure.

"Afraid to taste it I see."

"I'm just making an intelligent choice here." He argued.

WilyKat took the other half of what he ate and offered it to both princes, as though trying to settle the debate. "This one tastes like steak."

Cheetara stood up and took the mushroom from the thunderkitten and took a bite, much to the brothers' shock.

She munched on it a few times before speaking. "I remember now what this is." She responded to the wide-eyed stare she was getting from around the campfire. "It's called the hroom." She elaborated after swallowing a piece, "They're a very rare species of mushroom that belong to the same family but are never alike individually, both in taste and appearance."

"How do you know they belong together then?" Panthro asked.

"They share a common root." Cheetara explained. "They grow together in a clump, and no other kind of mushroom can ever grow around them. They all look and taste different, but if you cut them in sections, their inside pattern is exactly the same." She demonstrated this by taking two from the pile and slicing them in half. The middle was exactly the same.

"So it's not poisonous?" WilyKit asked. "I want to try the one that smells like figs!"

The cheetah nodded. She realized but a minute or two ago what these growths were. She didn't recognize them at first, but then later recalled seeing them in an old cleric book she had come across. It was when she had first started her training, so it took a while to remember.

Panthro did end up making a salad out of the mushrooms and everyone just about fought over the last sliver that tasted vaguely like fish roe. They all took in an early nightcap and hopes that the sun would cast a more favorable shadow and help them find their way out.

As the cats slept, a figure was crouched low amongst the bushes. A sly cackle emanated from its wiry frame.

"Gotcha."

* * *

><p>The following day, they started to map out their route to try to get out of the forest of infinite tears.<p>

"How about we try to make markers by carving on the trees?"

"But then how do we pick which way to go?"

"Can you try sight beyond sight again?"

"Sure, I can try again."

The kittens helped Tygra pack up while the other three tried to map out a strategy.

"Eeeew, spider!" WilyKit jumped up as a black, hairy arachnid fell from a tree. "Kill it! Kill it!"

"Hold on there." Tygra interrupted WilyKat as he was about to step on the spider. Tygra gently laid his hand open and allowed the spider to crawl on it, much to the Thunderkittens' horror.

"This is a good spider." He told the petrified duo. He indicated the copper tips of its feet. "This is a Cupremianticia Arachnida. Its web is very durable and has been used in weapons. It also eats a lot of the bad bugs out there." He smiled as the brother and sister were staring at it aghast, "It's also a very friendly one." He offered it to the two bewildered kittens.

Kat, the more daring of the two, opened his palm and allowed the spider to crawl on it. It took him about a minute before he relaxed. The spider seemed to settle comfortably in the middle of his hand. It then rapidly spun around his wrist and created a copper-colored web bracelet. The young cat squealed in delight.

"Wow! You're soooo smart, Tygra!" Kat exclaimed as he went about releasing the spider to a nearby tree after letting it play on his hand. "That was awesome!"

"Tell me something I don't know." the tiger tilted his head in pride.

"If we don't watch it, we're going to have two Tygras in our midst." Panthro commented, taking a glance at Tygra and his diminutive fan.

Cheetara laughed, "That can't be too bad, can it?"

"I don't know if the Thundertank can handle all that hot air." the lion remarked.

"You're just jealous that I have someone who thinks I'm awesome." Tygra called out to his younger brother.

His brother took a quick side glance at the cleric who happened to be looking the other way before shifting his gaze to his scowling brother. "That's okay. I've already got someone on my side." he stuck a tongue out as a response to the tiger's blazing stare of death.

_You wish_, Tygra wanted to say out loud but held his tongue back as Cheetara passed in front of him to put in some of their camping gear into the tank. He had but a brief aroma of her hair as she walked by.

_She's so beautiful._

_What I'd give to run my claws through your hair._

"Close that mouth, you're drooling." Panthro nudged him. "Again."

Tygra about-faced, trying to hide the red in his cheeks as he continued to clean up. He's got to learn to control this unmanly reaction of blushing. It was so unlike of him to do so.

They had started their journey, carefully marking trees as they walked by. The path seemed to go on forever and ever, yet they knew they weren't going the same way as they didn't pass any of the marks they've made.

"Do we have any of those mushrooms left?" Lion-O asked, "This walking is making me hungry."

"They've all been devoured last night." Panthro said. "Maybe we'll pass some on the way."

"There! There's the tree!" WilyKat pointed out not too far ahead. It was the same tree he and Cheetara had found yesterday. He dashed towards it and enthusiastically started picking some mushrooms at the base of the tree.

But before anyone else can come near the kitten, a gray cloud appeared and surrounded him in a thick mist.

"WilyKat!"

Cheetara made a mad dash to grab him but disappeared into the thick cloud herself. The only indication of her still being there was a notable cough.

Panthro stepped back and held everyone aside before they charged towards the thick smoke. "Wait! We don't know what's in there!"

"Smart move, General." a high pitched elderly voice spoke from the mist. The smoke parted in the middle to reveal an old hyena. She was rail thin and couldn't be younger than a century. She had long, scraggly hair, a thick purple velvet cloak and eyes that blazed blood red. Her teeth were rotting from the inside out but they still had sharp edges that reeked of death.

"Crocutta!" he recognized her decaying form. "But you died during the Lizard Wars!"

"You know her, Panthro?" Tygra asked. "Where's Cheetara? and WilyKat?" he demanded as the mist evaporated and showed no signs of the two.

The old hyena cackled. "General Panthro and I here are longtime acquaintances." she said. "Care to explain to these young 'uns, General?"

"She's a witch." the panther warned, his arms still extended to keep the other cats away.

"Enchantress is my preferred term." she snarled. "Yes, I fought with the lizards as their guardian and spellbinder. You and your oppressive race! Try to smother us with your ideals!" she ranted on, "Well, your friend Grune was a lousy shot anyway! That arrow didn't kill me and here I am. Alive and kicking your tails."

"Where are our friends, witch?" Lion-O pushed aside Panthro's arm. He extended the sword of Omens, aiming it at the hyena's throat.

She cackled louder, not flinching as the blade was but a hair of her jugular. She eyed the king of Thundera with her bloodshot eye. "Do you really think you can scare me with the sword of Omens, you insolent little fool?" she pulled aside the neck of her cloak and revealed at least a dozen scars. "I have long stopped fearing death, King Lion-O." the young monarch's eyes popped hearing her calling him by name. "Killing me only makes it worse for you, as you will never find your cleric and the kitten."

"What do you want from us, Crocutta?" Panthro said finally, knowing it was a moot point threatening the old hag. He motioned for the two princes to withdraw their weapons.

"Your friends here have stolen from my enchanted garden!" she shrieked. "Do you know how hard it is to raise the hroom? Those plants are for me and my friends here!" she referred to what seemed like an empty forest, but on deeper inspection, a small army of shadowy figures lurked in the background, their eyes glowed like fireflies in the night. "You will pay for your theft!"

"They didn't know it was your garden." Tygra tried to reason out, though his grip on his whip was tightening. "We did not mean to take your food and we apologize."

Lion-O's ears perked hearing his brother negotiating of sorts. He was more used to Tygra getting more aggressive instead of backing down.

Crocutta raised her graying brows. "A sensible one you have here, General. He knows when the cards are not in his favor." she sneered, eyeing the tiger before approaching him and looking him in the eye. "I sense you are different from these two," she smirked as she inspected him while shuffling around him. "You would make a great addition to Master Mumm-Ra's army."

Tygra tried not to flinch when she whispered in his ear, "Would you like your own kingdom, Tygra?" she bribed, "Where you are King and answerable to no one?" she smiled diabolically as she took a glance at Lion-O who heard everything. "Where you will be recognized for your individual greatness and not for your blood relations?"

Lion-O thought the witch's words pierced through his brother as he saw a momentary glint in Tygra's eyes. He was about to make a move when he heard a snap of Tygra's whip. The tiger had snapped it enough just to jolt the old hag and jump away from her.

"Much as I am flattered by your recognition of my greatness, I have to say thanks but no thanks." the infamous smirk now appearing on his features. "Now if you would kindly tell us what we may negotiate here so we can proceed on our own separate ways."

The old witch snorted. "What you do not know about magic, dear prince, is that everything has its price." she said before turning to Panthro and Lion-O. She leaned over and cackled, "Make me an offer I cannot refuse and maybe," she paused, "Maybe I will think of giving them back. Maybe." she laughed maniacally before turning around and walked towards the tree, "An old hag gets lonely around here you know. Those two younglings would make perfect company. I can't see or move much anymore." and with a tap of her walking stick, she disappeared before the tree where the mushrooms grew. The cats attempted to follow her but she had vanished too quickly.

"What do we do now?" WilyKit asked for the first time since everything transpired.

"Figure out where she lives and get the others back." Lion-O responded. It was more of a general response rather than a plan. He didn't have one at this moment.

The remaining thundercats looked at each other, trying to figure their way out of this one.

* * *

><p>"I'm scared."<p>

WilyKat huddled on the floor of their prison. Cheetara sat next to him and rubbed his back for reassurance.

"We'll get out of here, I promise." she told the young cat. That statement was more to comfort him and herself. Truth be told she had no idea where they were or what even happened in the first place. All she could tell was that they were in a dark confined space. The ceiling was a mere foot from the top of her head and the walls barely held the length of her staff. Cheetara remembered trying to pull the kitten out of a thick mist and the next thing she knew the two of them were in this prison. She had tried in vain to knock the walls down with her staff but it was impenetrable. The staff that Viragor had given her barely scraped the floors and walls.

"Well, well, look what I have here."

The darkness suddenly gave way to a bright flood of lights. Cheetara shielded her eyes from the sudden daylight. When she opened them and adjusted to the light, she saw a gigantic pair of blood red eyes peering at her and the kitten. She immediately raised her staff in defense.

"Who are you and what do you want from us?" she demanded.

A wicked, earth shattering cackle reverberated throughout their tiny prison. The ground shook as well as the walls. "Crocutta's the name, and sorcery is my game." she said.

"Release us now." Cheetara demanded. "We mean no harm. We are but travelers who got lost."

"Travelers who ate the garden I worked all my life for!" she screamed in her shrill voice. "You greedy, entitled thundercats! Always trying to repress us! Forcing your ideologies on other races and destroying them when they disagree! You just take what you want, when you want with no regard or concern for others!"

The cleric was slightly taken aback by the hyena's accusations. She's never known their race to oppress anyone, as far as she knew. Perhaps the old hyena was losing her senses.

Either way, she and WilyKat needed to get out of there.

"Madam I and my companion here apologize if we had taken things from your garden. We didn't know. How may we pay you?"

"With your lives."

Cheetara didn't like that reply.

"That doesn't seem fair." she bravely stated.

Crocutta turned about and met the cleric eye to eye. "I'll tell you what's not fair." she said, "Being trapped in this mundane forest, having nothing but mute zombies for company and not seeing a soul wanting to interact with you in the slightest!"

"Why don't you leave?" WilyKat finally spoke.

"Because there is nothing out there for me." her angry tone suddenly shifted to one of despair. "I have been dead in the eyes of my family for decades." she said. "This forest and whoever gets lost in it, keep me company, for the most part." she indicated a mountain of bones on one corner of what appears to be her cave. "But none of them had wanted to stay, itching to leave after they take advantage of my generosity." her voice mellowed down, "That garden of hrooms kept my sanity and you just had to take it for your greedy selves! Just like everyone else."

Cheetara felt a little twinge of sympathy for the old hag, but that didn't mean she wanted to stay here and keep her entertained.

"Madam we understand your loneliness."

"No you do not!" the hyena snapped at her. The two felt the whole prison shake. "You, and your pretty little head. Two little princes fighting for your undivided attention! You do not know my pain!"

The last comment rendered the two thundercats speechless.

"What are you going to do with us?" Cheetara asked at last, "You can't keep us in this cage forever."

"You are correct." the hyena said. She waved her mystical staff and once a gray mist has cleared, Cheetara and WilyKat found themselves out of their small prison and into the cave where the old hag lived.

"I've got to make sure you don't escape of course." Crocutta cackled as she picked up Cheetara's staff that was on the floor and walk away with it.

_Why can't I move?_ the older thundercat attempted to stop the old witch from walking away with her staff. It wasn't until she saw her hands and feet that she realized why.

Her extremities have been replaced with warty, webbed feet. When she saw here reflection on a pool of water on the floor, she gasped at the sight she had seen.

She had transformed into a toad.

And one of her legs was chained to the floor.

She turned over to WilyKat. The hyena had changed him into a rat.

Cheetara tried to open her mouth to comfort the obviously petrified kitten.

"Ribbit."

_Great Thundera, we're in real trouble now._

* * *

><p>"Where could they have disappeared to?" Panthro was making a thorough inspection of the tree where the witch had vanished. The tree was solid, no secret entrances, no hollow openings of any sort. He had tried to uproot it but found nothing but long roots and soil.<p>

Tygra kneeled by the mushrooms, trying to see if there was any clue the elderly hyena had left behind that may let them know her whereabouts. He felt helpless as a cloud of worry fogged his brain.

_I wonder if she's safe_, he thought about the cleric. Not that he didn't trust that she couldn't defend herself, but not knowing the extent of the hag's powers had him greatly concerned.

_This is my fault. I shouldn't have let her hunt for food last night._ He blamed himself for the dilemma. But he also partly blamed Lion-O. The two of them were the ones who scarved down their supplies in a moment of lousy judgment and lack of foresight. They didn't think they'd get lost again.

He rubbed his forehead thoughtfully, trying to clear it. The witch had mentioned something about everything having its price. He wondered what it would take to get back their fellow cats.

"Any bright ideas?" Lion-O asked. The young king, Tygra can tell, was having a guilt trip as well. Though neither of them said a word, they both knew that they contributed to this situation.

"You know her Panthro." Tygra turned to the panther. "Any suggestions?"

The panther was thoughtfully silent before speaking up. "She did mention something about paying her back somehow. But with what?" he wondered.

"Would you be able to part ways with the Thundertank?" Lion-O suggested, "Maybe not." He immediately withdrew his statement when he received a look that would make even Mumm-Ra shake in his wrappings.

"Well we can't trade in the sword of Omens that's for certain." Panthro counteracted.

The kitten shrugged. "Maybe we can help her plant a new garden?"

"I'm afraid it's not that simple." Panthro said. "That old hag is tricky as tricky can be. I have a feeling she put those mushrooms out there on purpose."

Had the hyena been there she would've confirmed the panther's words.

She did leave those mushrooms there on purpose. She always had. Her words of telling the lost souls who happened upon them this whole sob story about them consuming her livelihood was just for a guilt trip. In truth and in fact, they were no harder to raise than the average fruit tree. The only difficult thing about them was resisting eating them all because of the taste. She had found out by accident a decade ago that raising them brought her company, which was for a banished old witch was worth the trouble. After the debacle at the Lizard Wars, Mumm-Ra had exiled her here. Never to return to his pyramid until she redeemed herself. In her solitude she had learned and later designed using the hrooms as a trap. The less desirable characters that they brought in were made as her helpers until they perished. The better ones were turned into roaming zombies that wandered the forest, waiting for her to snap them out of her spell. Her plan was to make Mumm-Ra an invincible army so that he would take her back into his counsel.

Yesterday, she had just about died of excitement when she found out who stumbled upon her garden. It didn't take more than common sense to figure out who they were when she saw the sword of Omens. Mumm-Ra was certainly going to take her back if she ever captured all of them. She realized however that her magic was not as potent as it used to be. The spell she used to capture the cleric and the kitten just about sent her into a coma. She just had to figure out a less taxing way to get all of them, or, at the very least, the young lord of the Thundercats. His older brother wouldn't be so bad either.

Her bloodshot gaze turned to the frog and the rat she had chained to the corner of her cave. "They better hurry up and save your tails." she laughed, "That spell can become permanent after a while."

The rat broke down in tears.

The toad seethed in fury.

* * *

><p>"Maybe she wants you." Lion-O piped up after pondering. His older brother raised his brows. "She kept hitting on you when she first came out."<p>

It took all his strength not to throttle the lion. "This isn't the time for jokes, Lion-O." he snapped. Thundera knows what they're going through in the hands of the spellbinder. Tygra can't help the worry that crossed his features. _Please Gods, let them be safe._

"Or she wants you and your sword." Panthro interjected. "Maybe even all of us, who knows? The important thing is that we get them out and get the hell out of this hole."

"We've got to find out where she took Cheetara and Kat." Tygra said. "Lure her out of wherever she's hiding and follow her to where she disappears." he rubbed his chin thoughtfully. His gaze moved over to the clump of hrooms by his feet. He then saw a copper toed spider crawling on their surface. He wasn't completely sure it was the exact one he saved from getting stomped on this morning but it sure looked like it.

He got down on one knee and opened his palm. The spider crawled happily onto it. He raised his hand and met the arachnid eye to eye.

"I am going to need your help my friend." he said as an idea crossed his head. _To save my beloved and Kat._

The spider tilted its head, as though it understood what he was trying to convey.

"I've got an idea."

* * *

><p>To be continued…<p>

Okay, you know this was supposed to be a light-hearted one shot that had somebody morph into a frog and be the point of the whole story (my original idea was to turn Lion-O into a frog). But quite obviously its' turned into something else. Argh! I suppose I miss the series so I end up trying to fill it with some cockamamie idea I have dancing in my head. So there's a part two, where the romance part comes I guess. I had a little trouble trying to decide what timeline this was to appear in. So I made it somewhere after The Forest of Magi Oar and before Into the Astral Plane. Crocutta, by the way, is an original character I made up. She was supposed to have just a cameo but goodness knows that isn't the case now. I consider this a JFKF (just for kicks fic, lol).

Cheetara: Why on third earth did I become a toad?

Tygra: So I can kiss you and break the spell. *wink wink*

Cheetara: You know you can't give the story away like that.

Me: Nah, that's too cliché. I have something else in mind. Maybe I'll turn Tygra into a toad too.

Tygra: Only if her kiss will break my spell. Otherwise, that's a big NO.

Cheetara: I don't think a toad kissing another toad is going to break any spell. Besides, aren't you supposed to be kissed by some princess to break it?

Tygra: Well then you have to marry me first. Because that will make you a princess and then you can kiss me and break the spell.

Cheetara: Ooor…I can marry Lion-O and be queen. *big calculating smile*

Tygra: Would you still kiss me even if you marry Lion-O?

Cheetara: Probably not.

Tygra: But I'm a toad! Wouldn't you want to save my life?

Lion-O: Maybe we'll keep you that way until they make a new character for you to marry.

Tygra: Your opinion does not matter here.

12/21/11


	2. Chapter 2

Once Upon A Time

by Fuuko no Miko aka Kenumi

12/22/11

Part Deux

_Author notes:_

_Again, many thanks to everyone who has read and reviewed my work, your comments/feedback are much appreciated!_

_My plan is this to be the final chapter, hopefully so. You know how often I change my mind about these things._

_As always, nothing in Thundercats is mine, just some original supporting characters. All of the names of the supporting characters I make up are actually derived from their scientific names as animals, nothing fancy. If you actually look them up on google, such as Crocutta (I actually misspelled it, oops), it literally translates to spotted hyena._

_Fluff alert incoming! Don't say I didn't warn you!_

_Anywho, less nonsensical babbling and more fanfiction shall we?_

* * *

><p>Patience was a virtue. Unfortunately it was not one of Crocutta's.<p>

She paced back and forth in her cave. Waiting for the Thundercats to summon her with a deal they wanted to make.

It's been over an hour.

"I guess they don't want you as bad." she told the rat and the toad. "What on third earth is taking them so long?"

She had been salivating at the thought of returning to Mumm-Ra's pyramid to be one of his council members again. She also couldn't wait to lay her hands on Grune, after hearing that he's now part of Mumm-Ra's army. He had been partly responsible for putting her here. She was in the middle of summoning her most powerful spell to wipe out the ThunderCats in battle when he shot an arrow through her chest. That had spiraled into their defeat during the Lizard Wars. Mumm-Ra didn't forgive her for that one and thus she now suffers in this hellhole.

Hell hath no fury like a sorceress scorned.

"I'm done waiting!" she declared angrily. Against better judgment she disappeared from the cave to reappear on the surface where her mystical tree grew. She had not completely recovered from the spells she has been doing in the last few days and it was beginning to take a toll on her health. She had begun to get weaker and weaker when she did her disappearing acts.

She reappeared slowly in a mist. When all the dust settled, her mouth fell open when she saw what was there.

Nothing.

Absolutely nothing.

Not the thundertank. Not the thundercats. Not even her tree.

Even all the mushrooms were gone.

On the ground she saw the tracks of the tank going forward to a different direction. On the trees were fresh markings leading to a path.

_What the hell?_

She couldn't help but howl in fury.

The stupid cats had left. They apparently didn't care who they left behind.

Realizing she had lost this golden opportunity angered the hyena to no end. She had tightness in her chest, was hyperventilating and seething. Her claws clenched in repressed anger.

She stomped angrily at the roots of the tree where her hrooms had grown. She smashed her magical staff at the stump of it. She went on about this for a few minutes before settling down. Aging has its repercussions and she couldn't vent out as well as she used to.

Feeling the physical toll on her, she decided against magically transporting herself back to her cave. She instead shuffled over to a tree exactly a few feet away from her hroom garden where it was hollowed out. She carefully slipped into it and through a passageway into the ground started heading back to her lair.

That her eyesight was poor was an advantage the cats figured out. What she didn't see while eyeing the paths of the thundertank was a very thin, copper-colored web that floated several feet off the ground above her head. Had she followed this thread that led to a different direction, she would've found what she had been looking for.

As she angrily marched down the stairway that led to her cave, she didn't notice that she was being followed by a spider that was weaving a web.

Invisibility sure had its perks, in more ways than one.

Tygra stealthily followed the witch, taking care not to make a sound as he did. On his shoulder was the copper-footed spider he had made friends with, weaving a trail that he could follow on return. At the opposite end of it was the thundertank. Fortunately the web that this spider spun was wire-thin and very durable. It wasn't one that was easy to cut or break, thus its usefulness is stringing bows and weaving nets.

The place she had led him to was deep underground, damp and smelled of death. Tygra could see the remains of many a lost soul who happened to end up this way of the woods. Thus the name, The Forest of Infinite Tears. There were enough torches to light the way thus making it look almost daylight-bright in there. After about half a mile of cave, the end of the tunnel was in sight. The walls were lined with makeshift shelves packed with books, powders and dried herbs. There were cauldrons, pots, and scattered pages of what appeared to be incantations. At the very corner of the cave, he laid eyes on a sight that struck him in horror.

_Cheetara? WilyKat?_

Chained to the floor were a rat and a toad. The rat was in tears, crying hopelessly. The toad appeared still and steadfast, as though formulating a plan of some sorts. Its rose-colored eyes gave away its identity.

Tygra was aghast as he approached the two small creatures carefully. He kneeled right next to the toad. It reared its head towards him, knowing he was there despite not seeing him. He tentatively reached out and rubbed its warty head.

_Gods, what did she do to you?_

He clenched his teeth in anger, stifling the desire to whip out his weapons and teach the witch a lesson she was never going to forget.

His gaze met the toad's own and seeing the dread in them wrenched at his heart.

_I'm going to save you and WilyKat, my love. If it kills me._

"Well, I guess you two weren't important enough for them to trade for." The hyena snapped at her prisoners. "They have left my lovely forest, and took all my hrooms with them!" she cussed out as she wearily sat on her chair next to a number of cauldrons. "I guess I'll just make do with you as slaves." she yawned. She was too exhausted to notice the other presence in the room that had been trying to free her prisoners. She closed her eyes and in a drop of a hat had fallen asleep. Her snore filled the small cave with sound.

_This would have all been easier if Wilykat and Cheetara weren't transformed into animals_, Tygra thought. Their plan had been to follow the witch, free the cats and head on out of here. The spider's web was his guide to get the two back to the ThunderTank. Now that he's seen then transformed, he wasn't quite sure. He didn't have a plan B.

_Should I just take off and worry about transforming them back later?_

_Or should I wake up the hag and threaten her to change them?_

His thoughts were interrupted when the spider on his shoulder suddenly jumped ship and made a dash for a specific line of potions at the corner. Tygra held back trying to call the insect back. The spider had looked at the vials one by one and settled on one that had some green mist in it. The spider tipped it over, allowing some of the contents to spill on it. In a heartbeat the spider had fallen to the floor, seemingly dead. Tygra held back a gasp until he saw it move its legs again. When it did, a green smoke surrounded it. The spider had grown bigger, and when it all cleared, it turned out to be a half-man, half-arachnid, dressed in royal robes of red.

It spoke to him telepathically before the tiger could say anything.

"Thank you, friend." The spider said. "I am King Arachnor of the Spider Kingdom. This witch had me and my army trapped here for many years. I have never had the luck to break into her abode until you led me here today. Her magic has protected her lair for many years and has been impenetrable. You and your friends have weakened her enough for me to be able to get through. For this I thank you!" He explained.

"Can you help me?" Tygra was surprised he could mentally communicate with the spider. He had both Cheetara and WilyKat in his hands. "To break the spell on my friends?"

"That potion I used should work." He replied and tried to reach for it, but before he could, a staff had knocked his hand off and spilled the potion on the floor.

"Try to sneak up on me?" Suddenly Crocutta was all awake and was wielding her magical staff. "I knew I should've turned you into a fly instead!"

The elderly hyena took a swing with her staff, sending a bolt of lightning and hitting both the spider-king and Tygra. This made the cat lose his invisibility. He rapidly grabbed his whip and wrapped the old witch with it.

"You think your puny weapon is going to hold me?"

She had magically unwrapped herself and turned the whip around, getting the prince all tangled in it. Cheetara and WilyKat fell on the floor.

"Try this!" Arachnor spun some webs and tried to trap the witch with it but her staff absorbed the copper webs and dissolved it.

The old hag was going to be harder to deal with than Tygra thought.

She struck the walls with her staff and within seconds a dozen of her zombified prisoners came down the hallways in rapid fashion. They started assaulting both Tygra and the spider.

The tiger rolled on the floor, dodging an attack while in the process scooping up a still toad-formed Cheetara. He quickly put her in a spot in his armor. "Hold on." He told her as he dove and kicked an attacker with his legs. Tygra crawled on his elbows trying to get to WilyKat who had fallen on the spilled green potion.

"Kat, watch out!" he pulled the kitten just in time as another zombie made for him. Within a few seconds he had morphed back from a rat into his normal kitten form. He pulled out his string and started defending himself.

The zombies kept coming out of nowhere. The tiger and the spider continuously put a fight up as the assault continued.

"Pull the copper web!" he called out to WilyKat. "Up there!" he indicated the string that he had left as a trail for them earlier. As the melee continued, Kat leaped and pulled the steel-like web with all his might.

That was the signal.

For a minute there Panthro had begun to yawn, waiting for the tiger and wondering what was taking him so long. He and Lion-O were waiting for their arrival when the spider web hooked to the thunder tank began to tug violently.

This was not good.

This was a distress signal.

The thundertank rapidly roared into action, following the web trail that Tygra and the spider had left behind. The cats rapidly moved into the secret tree which led to the underground lair.

They had arrived to the mouth of a cave where the sounds of battle could be heard.

"Finally, some action!" Pantrho chuckled as he pulled out his numchucks and started swinging away at the zombie army.

Lion-O quickly drew his sword and started battling through the field.

"What happened?" he tried to speak over the noise when he found himself back to back with his brother.

"That's what I'd like to know."

"Who's that?"

"He's on our side. Don't worry."

"Where's Cheetara?"

"She's in my pocket!"

Lion-O stilled for a nanosecond on hearing that reply. None of his brother's replies made sense. He would've pried more but he was getting attacked. He was going to have to figure this out later.

Cheetara hated that she was missing all the action as she bounced around in Tygra's armor. To say she was getting dizzy from it was an understatement. There was a latch on top of where she was contained and her webbed feet couldn't pry it open. She was going to have a lot of bruises if she was ever going to get back to her cat form.

She wasn't going to let him live this down if and when they get out of here.

She had been happy and relieved to see him come down here and rescue them. She was worried for the longest time how they were ever going to find her and WilyKat. But apparently they did find a way.

Her heart warmed over seeing how he looked at her when he first picked her up from the floor. She had looked in his eyes and saw his concern. To say the least, it made her heart skip a little faster.

Cheetara stilled when he stopped moving. She tried to pick up any sound that she could. After a few mind-numbing seconds she thought she could feel the rise in his chest and feel his breathing. She tuned in well and heard his heart thumping, palpitating. She realized she was on a spot on his chest, close to his heart. She leaned towards the thumping sound, pressing her auditory canals to it, its rhythm calming, reassuring and making her feel safe.

Tygra leaned on one the cave walls, he was panting as he held on to his left arm. He got sliced by a sword and his upper arm was bleeding. He paused to rip a piece of cloth and tie it around his wound.

"You okay in there?" he asked Cheetara, talking to her through his armour. He relaxed when he heard a confirmatory croak.

The tiger felt his heart strings pull. While he loved having her close to him, he hated it that she had to be a frog under a witch's spell. Speaking of which, he seemed to have lost sight of the old hyena since the battle began.

He turned to see Cheetara's new staff on the floor right next to him. He grabbed and barked at his brother as he tried to get out of the battlefield that was rapidly thinning as soldiers fell on the floor.

"I'm going after the witch!" he called out to Lion-O as he made a dash for the exit. Lion-O nodded and continued with Panthro and the kittens warding off the rest of the zombie crew.

For once Tygra was thankful that the witch had a certain stench to her. He was able to track her down with her smell and the dragging footprints on the forest floor. She was moving slowly and exhausting rapidly. He caught up with her relatively quick.

"Changed your mind?" she called out to him when she saw him following her. "You'd be the perfect replacement for Grune!"

Cheetara swallowed when she heard this. Was the hag actually trying to lure Tygra for Mumm-Ra?

"I'm too good to be a mere substitute." He replied. "I don't like being second best."

"But you are…to the king of Thundera of course." She chided.

"I don't base my lifestyle on a title that I hold." He retorted.

She changed the topic, "What do you want from me? You have your friends! Leave me be!"

"You have to change her back." His voice took a more gentle tone. "Please."

With that he opened the latch on his armor and took the toad out, holding her as though she was something fragile that would break.

The witch eyed the former thundercat now in the guise of an amphibian. Her gaze shifted from her to the tiger and she smiled, her sharp teeth showing.

"You had the transmogrification formula." She said, referring to the green vial that broke earlier.

Tygra did consider that. But after all hell broke lose, the contents of the vial had absorbed into the ground without a drop left. With the battle that transpired, there wasn't a single vial of anything left in the hag's cave.

"Everything is gone," he said. "You're the only one who can break this."

That, of course was not completely true, but she wasn't going to give him the satisfaction of knowing that. An idea began forming inside her head.

"Everything has its price, Prince Tygra." She declared.

"What do you want?"

The witch laughed aloud. She may be old, but she was not senile. She noticed the look on the tiger's face when he requested her to change the frog back to the cheetah. She saw how gently he handled her, how he didn't flinch with her warty, slimy skin, how his voice pleaded to break the spell.

The tiger was in love with this little wench, and he would move heaven and earth for her.

A part of her grew green with envy. Not a single creature she's crossed in her lifetime has ever showed her love. Not this kind. The kind that poets wrote about, musicians sang about, that cheesy storytellers spread word about.

How she would have liked to know how that felt like.

"You."

Tygra wasn't quite prepared for that answer.

He grit his teeth, his entire body stiffening. The conflict of emotions showed in his eyes. "How do I know you're going to keep your end of the deal?" he asked finally after an uncomfortable silence.

"I'll transform her right now if you wish." the witch smiled connivingly. "How do I know you are going to keep yours?"

He raised a brow, his trademark smirk appearing, "Why Crocutta, I'm a little insulted that you wouldn't trust the word of a prince of Thundera."

She snorted. "You will be my slave, prince of Thundera." she emphasized the last three words. "You will be at my beck and call. You will serve me until the end of your days, without question and without trying to escape. In return, I will transform this cheetah of yours and let your friends all go in peace."

He nodded in agreement. Still sitting on his palm, Cheetara was croaking violently, her rose-colored eyes misty but enraged. Tygra was paying no heed to her and she started hopping restlessly in his hand.

_Tygra you can't do this! No! Not for me! I'll stay a frog the rest of my life if I have to! Don't let yourself be a slave to this witch! Please! There's got to be another way! She's not the only enchantress on this planet!_

It was a pity that all that ended up as nothing but a repeated "ribbit."

"Hey, hey." Tygra held her and started stroking her angry, slimy head. "It's going to be okay." he whispered at the area where he thought her ear might be. "I can take care of myself. The team needs you. Lion-O especially. He needs your help and your guidance." he cleared his throat as he started to feel a little choked inside. "Besides, I'm sure he could use a little break from all the pressure big brother is giving him."

The cheetah didn't agree with this, as he saw the fury in her eyes. "This witch doesn't have long for this earth." he winked, trying to reassure her. "I'll be on your tails in no time."

He wasn't sure he convinced her with this. He stood up straight, his stance showing his readiness to accept his fate. He released Cheetara to the ground, but not before he planted a kiss on her head and muttered a barely audible, "Goodbye."

"I submit." he dropped his weapons and put his hands forward, as though waiting for her to bind him. With a wave of her staff, the witch applied chains on the tiger's wrists and legs.

"I am warning you," the witch addressed both Tygra and Cheetara, "Anyone make a funny move and both of you will be amphibians for the rest of your miserable little lives!"

She lifted her staff, started an incantation. Tygra's gaze was trained on the cleric and was slowly feeling a sense of relief as she started to change. Her webbed legs were slowly getting covered in fur again and her golden hair started to sprout strand by strand.

He wasn't prepared for what happened next.

The spell was likely a quarter through when suddenly the toad jumped up and attacked the hyena.

"Cheetara, noooooooo!"

"Aaaaaiieeeeee!" the old hyena was completely caught off guard when the amphibian jumped on her. It stuck its sharp, long tongue repeatedly on her face. The warts on the toad's back popped open, releasing acid-like poison and splashing it on the witch.

The old sorceress, stumbled backward, trying to pull off the toad as it clung on her head. Her magical staff fell from her grasp. Her foot had caught on a root and she fell into a puddle.

"You miserable little…" she screamed as she pulled the frog away from her face and threw her aside. She tried to regain her footing when she realized that she was not on solid ground.

Quicksand.

"No, no, no…" Tygra realized that the old hag had begun sinking. She was flailing for help and he could barely move with the chains on his hands and feet. He immediately grabbed his gun and shot the bindings off his legs. It was too late, however, as she had already disappeared into the trap before he could get to her.

While most spells typically break with the death of the spellbinder, this didn't seem to be the case with the old hyena.

For as long as Tygra kneeled helplessly by the quicksand, his wrists still bound by chains, Cheetara in toad form has not changed.

In fact, she had seemed to have lost the fur and the hair again that had originally grown back a few moments ago.

He shot her a look that asked. _Why didn't you let her finish the spell, CHeetara? You could've been free by now._

_I can't._ She croaked. _I can't let you give up your life for me._

Of course all the prince could hear were the deep sounds that an amphibian makes.

On the horizon, the tiger saw the rest of the team approach.

There's going to be a lot of explaining to do.

* * *

><p>With Arachnor's help, the thundercats were able to get out of the forest of infinite tears. Lion-O shook the hand of the spider-king in gratitude.<p>

"If you ever need our help, King Lion-O, do not hesitate to call on us." he said. He motioned to an army of half-spider, half-men, all decked in red and copper, most of whom have been breaking out of the spell that the late hyena had put on them. They were literally shaking off the cobwebs surrounding them. "Consider us your allies."

"Thank you." Lion-O smiled. His gaze then turned to his brother who was sitting silently on a log, his face buried in his hands. "So, how come the spell didn't break when the hyena died?" he asked the spider.

"Some spells cast can be very powerful." Arachnor replied. "It may take more than death of the spellbinder to break them."

The lion sighed. Cheetara had been sitting inside the thundertank for a while, quite miserable as he would expect. She may have thought that the witch's demise might break her spell, and now that it didn't she may have been thinking that it never will.

Panthro was in the tank, sitting next to the enchanted frog. He wasn't quite sure what to say to her. The kittens had tried to cheer her up and failed miserably.

"Maybe the elephants can help us." he said at last. "Or the book of omens."

Cheetara nodded to acknowledge the panther. A million things were going through her head at this time. She had resigned that perhaps this is her fate, to remain an amphibian the rest of her days. That it bothered her was an understatement. After all, what use would she be to her team as a slimy toad? She can't even wield the staff that she had recently received from Viragor. She would be more of a liability than an asset to them now.

She literally felt useless. Worthless. A cumbersome burden.

"We better get going." Lion-O declared. Everyone started to take their seats in the tank. Panthro slid to the driver's seat with the still silent tiger sitting beside him. Lion-O sat in the back with the kittens and tried to relax. Cheetara still sat unmoving in her spot.

"Hey there." the lion leaned over to talk to her. "We're going to find a way to get you back." he reassured. "Maybe we can find answers in the elephant village or the astral plane."

"Ribbit."

He wasn't certain if that was a positive or negative answer but he acknowledged it.

* * *

><p>Still a day away from the elephant village, they set up camp one last time. They were all exhausted from the battle earlier in the day and everyone had fallen deep in slumber.<p>

Except one.

Tygra volunteered to watch the fire that night. He was exhausted as everyone else was, if not more. But his mind kept him awake.

So did the frog.

She sat across him from the campfire, her rose colored eyes trained on the flames, as though looking through them. She hadn't eaten anything he had offered her earlier and had seemed distant and despondent.

"You could've been back to your old self by now, you know." he said. His voice had a little undertone of anger in them.

_At what price? Your slavery? I can't let you do that, Tygra. Not for me._

"You know she wouldn't have been able to keep me a slave for long. I would've gotten out, one way or another."

_You don't know that._

"Have you no faith in me?"

_I have all the faith in you, but I do not trust the witch. For all you know she could've shipped you off to Mumm-Ra. Then what?_

"I just wanted you to be back to your old self. I don't want you to be as miserable as you are now."

_I would've been more miserable if I knew that my freedom came at the price of yours. _

The tiger felt silly doing his monologue. He didn't want to be mad at her for doing what she did, but it pained him to see her in this condition. He wished he had been able to do something to intervene earlier.

"This hurts me more than you know." he muttered under his breath. He closed his eyes and tried to hold back tears that he considered unmanly.

The toad hopped down from the log and turned away. She didn't want him to see her tears either.

Tygra fell asleep against the tree stump he had been leaning on while tending to the fire. He was physically and mentally spent. His last thoughts before falling asleep were if he knew any sorcerers who can help her out.

Cheetara hopped towards him, an ache in her chest as she saw how upset he was. She jumped on the stump where his head was slumped against. She saw the trail of dried tears on his cheek.

She felt herself choke. She was touched by his willingness to put himself on the line to save her. Her heart hurt at his anger towards her actions earlier, preventing her transformation back to her old self.

He couldn't bear the thought of her remaining a toad all her life. Well she couldn't bare the thought of him giving up his freedom for her either.

It was with this thought that she approached the sleeping tiger. She put her mouth against his cheek, as if giving him a kiss. He stirred a little in his sleep and turned his face towards her. Her heart overflowing with warmth for his thoughtfulness, she pressed her cold frog lips to his, gently so as not to have him wake up and freak out.

_Thank you._

With that, she snuggled against his shoulder and fell asleep herself.

Panthro was the first one up that morning. He yawned and started stretching. Some days he woke up earlier than everyone else so he can do some meditation and work-out with his numchucks. Goodness knows meditation was moot with the thunderkittens up and running like chickens with their heads cut off. As he flexed his shoulders, his gaze wandered off to everyone else who was still asleep, making sure that everyone was well. His eyes widened when he saw what lay next to the tiger who was slumped over a tree stump.

_Well, well,_ he thought, _guess the spell can be broken after all._

For beside the sleeping tiger was the cheetah. No longer a frog, but restored to her full cat form. Her head rested comfortably on Tygra's shoulder, her body leaning against his supporting frame, her left hand laid gently on his right thigh.

_That's one less problem to deal with_, he thought. A corner of his mouth lifted, amused at the sight he had seen. Just because he was a hardened warrior didn't mean he had lost his romantic side at all. He's been there, done that. He turned away, and started walking towards the rising sun. He wouldn't dare ask questions on what Tygra's done to break the spell. The thought of the prince kissing a frog to break the spell made him shudder. Then again, isn't that something that only happens in fairy tales?

There are, after all, no such fairy tales in Thundera and third earth. That was something for the unsound of mind.

The End

_The question now is why did Cheetara jump at the witch before the spell was broken instead of after?_

_Well, why did Flynn Rider cut off Rapunzel's hair before she could heal him?_

_I think the answer to one may provide the answer to the other. See where my logic is? I leave the answers to you, because honestly I don't have one._

_Cheetara: Yeah you know that doesn't make a lot of sense, I actually might've waited for her to complete the spell before I did anything, I mean, I'm fast enough to pull something off before she could do anything._

_Tygra: Although that would've cut the story short, you know. Plus, you don't get the opportunity to kiss me if that happened._

_Cheetara: I didn't know cold amphibian lips turn you on._

_Tygra: Only if I knew they were yours._

_Cheetara: Ummmm…._

_Tygra: Tygra 1, Cheetara 0._


End file.
